Governance creating and protecting value
The Board contributes to strategic delivery and value creation by focusing on responsible and ethical leadership to ensure a sustainable business. The Board periodically reviews opportunities and threats it believes could have the most significant impact on the Group’s ability to have sustainable value for its stakeholders.
The Board is responsible for the leadership and guidance of the Group and exercises control over all divisions and subsidiaries by monitoring executive management. The Board is at the head of the Group's corporate governance structure and ensures the Group is a responsible corporate citizen, cognisant of the impact its operations may have on the environment and society in which it operates, while acting in accordance with Datatec's Code of Conduct.
The Board is governed by a formal Board Charter that regulates the parameters within which it operates and defines its roles and responsibilities in accordance with legislation and global best practice with particular reference to the King IV™ Code and the Companies Act. The directors are of the opinion that they have adhered to the terms of reference set out in the Board Charter for the year.
The Board ensures that the governance of risk and technology and information through the Board committees support the organisation in setting and achieving its strategic objectives. The assurance services, in the form of external and internal audit functions, further enable an effective control environment which supports the Board's decision-making.
Datatec's Board of directors
In terms of the Group's Memorandum of Incorporation, one-third of the Board's directors must retire from office at each Annual General Meeting on a rotation basis. Retiring directors may make themselves available for re-election, provided that they remain eligible as required by the Memorandum of Incorporation and in compliance with the JSE Listings Requirements.
At the upcoming AGM, Jens Montanana, Ivan Dittrich and Johnson Njeke will retire by rotation and, being eligible, will offer themselves for re-election. Maya Makanjee will offer herself for election onto the Board of the Company. On behalf of the Board, the Chairman confirms that on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Jens Montanana, Ivan Dittrich, Johnson Njeke and Maya Makanjee throughout their periods of office have been highly satisfactory.
The Board unanimously recommends shareholders to vote in favour of the re-election of Jens Montanana, Ivan Dittrich and Johnson Njeke, as well as the election of Maya Makanjee at the AGM.
In addition to Board and committee self-evaluations, the directors were evaluated during the year as follows:
- Individual assessments conducted by the CEO and Chairman
- Non-executive directors were assessed for independence by the Nominations Committee and the Board (as noted in the Nominations Committee report)
- The Chairman was assessed by the non-executive directors and CEO
- The CEO was assessed by all the non-executive directors
- The CFO was assessed by the Audit, Risk and Compliance Committee
The Board has established four committees to assist it with its duties:
- Social and Ethics Committee
- Audit, Risk and Compliance Committee
- Nominations Committee
- Remuneration Committee
All directors have access to seek professional and independent advice about the affairs of the Group at the Group's expense.
All directors have unlimited access to the advice and services of the Company Secretary. The Company Secretary is responsible for the duties set out in section 88 of the Companies Act, including governance and proper administration of the Board, regulatory advice, monitoring the implementation of Board decisions and ensuring that ethical governance standards are implemented.
Datatec Management Services (Pty) Ltd, a South African company, is the Company Secretary. This company is managed by Simon Morris.
The Board undertakes an annual evaluation of the Company Secretary in accordance with the JSE Listings Requirements. The evaluation criteria for the Company Secretary includes assessing the qualifications, knowledge of or experience with relevant laws, ability to provide comprehensive support and the ability to provide guidance to directors as to their duties, responsibilities and powers. The annual evaluation in October 2018 involved the completion of a questionnaire by Board members and a discussion during a meeting of the Board in the absence of the Company Secretary. Based on the results of the evaluation, the Board is comfortable that the Company Secretary maintains an arm's-length relationship with the Board at all times, has the relevant experience to discharge his duties and is sufficiently qualified and skilled to act in accordance with, and advise directors in terms of the JSE Listings Requirements and update the directors in terms of the recommendations of the King IV™ Code and other relevant local and international law. Simon Morris is a qualified chartered accountant.
- Integrated Report 2019